Attached files
EXHIBIT 99.3
22nd Century
Group, Inc.
PRO
FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
As
of September 30, 2010
and
For
the Nine Months September 30, 2010and the Year Ended December 31,
2009
The
following unaudited pro forma consolidated financial statements (“pro forma
statements”) give effect to the reverse acquisition of 22nd Century
Limited, LLC by 22nd Century
Group, Inc. and are based on the estimates and assumptions set forth herein and
in the notes to such pro forma statements.
On
January 25, 2011, 22nd Century Limited,
LLC (“22nd Century”)
completed a reverse merger transaction (the “Merger”) with 22nd Century Group,
Inc. (formerly Touchstone Mining
Limited). 22nd Century is a
wholly owned subsidiary of 22nd Century Group, Inc
(“Parent”), which continues to operate the business of 22nd Century. Parent
issued 21,434,446 shares of its common stock to the holders of 22nd Century
Membership Units, which represents 80.1% of the outstanding shares immediately
following the merger..
The
Merger is being
accounted for as a reverse acquisition and a recapitalization; 22nd Century is the acquirer
for accounting purposes. Consequently, the Assets and liabilities and the
historical operations that will be reflected in the financial statements prior
to the Merger will be those of 22nd Century
and will be recorded at the historical cost basis of 22nd
Century, and the consolidated financial statements after completion of the
Merger will include the assets and liabilities of 22nd
Century, historical operations of 22nd Century
and operations of Parent from the closing date of the Merger.
Upon the
closing of the Merger, Parent transferred all of its operating assets and
liabilities to Touchstone Split Corp. and split-off Touchstone Split Corp.
through the sale of all of the outstanding capital stock of Touchstone Split
Corp. (“the Split-Off”). After the completion of the Merger and Split Off, 22nd Century Group
Inc.’s consolidated financial statements will include only the assets and
liabilities of 22nd
Century.
Immediately prior to the
completion of the Merger, 22nd Century completed a
private placement of 5,434,446 Units of its securities for total gross proceeds
of $5,434,446. Offering proceeds included
$614,070 of indebtedness and $395,396 of Placement Agent Fees which were
converted into PPO securities so that gross cash proceeds were
$4,424,980. Offering expenses incurred including cash expenses of
approximately $1,005,000 and non cash expenses consisting of the Placement Agent
fees of $395,396 and $390,000 for the estimated fair value of the Placement
Agent and Advisor Warrants issued to the Placement Agent. 22nd Century
received net cash proceeds of approximately $ 3,420,000. Each Unit consisted of one
Membership Unit and a warrant to purchase one-half share of a Membership Unit
exercisable at $1.50 per share. The Membership Units and warrants of
22nd Century were exchanged in
the Merger for shares and warrants of Parent on a one for one basis. Upon
closing the Merger Parent had 26,759,646 shares outstanding.
These pro
forma financial statements are prepared assuming the transaction occurred on
September 30, 2010 (as to the balance sheet) and on January 1, 2009 (as to the
statements of operations). 22nd Century
has a December 31 year end while Parent has a September 30 year end. Since the
year ends are within 93 days, 22nd
Century’s operations for the year ended December 31, 2009 were combined with
Parent’s operations for the year ended September 30, 2009.
Audited
financial statements of 22nd Century
and Parent have been used in the preparation of the pro forma statement of
operations for the year ended December 31, 2009. Unaudited balance sheet of
22nd
Century and the audited balance sheet of Parent have been used in the
preparation of the pro forma balance sheet as of September 30, 2010. Unaudited
financial statements have been used in the preparation of the pro forma
statement of operations for the nine months ended September 30, 2010: a) for
22nd
Century, its unaudited historical statement of operations for the nine months
ended September 30, 2010; b) for Parent, its unaudited historical statement of
operations for the nine months ended June 30, 2010.
The pro
forma financial statements should be read in conjunction with the separate
financial statements and related notes thereto of the 22nd Century
and Parent. These pro forma financial statements are not necessarily indicative
of the combined financial position, had the acquisition occurred at September
30, 2010, or the combined results of operations which might have existed for the
periods presented or the results of operations as they may be in the
future.
UNAUDITED
PRO FORMA CONSOLIDATED BALANCE SHEET
|
22ND
CENTURY GROUP, INC. AND SUBSIDIARIES
|
September
30, 2010
|
22nd
Century
Limited,
LLC
|
22nd
Century
Group,
Inc.
|
Adjustment
Note
1
|
Adjustment
Note
2
|
Pro
forma
|
||||||||||||||||
ASSETS
|
||||||||||||||||||||
Current
assets:
|
||||||||||||||||||||
Cash
|
$ | 1,288 | $ | 323 | $ | (323 | ) | $ | 3,490,000 | $ | 3,491,288 | |||||||||
Accounts
Receivable
|
40,604 | 40,604 | ||||||||||||||||||
Inventory
|
317,503 | 317,503 | ||||||||||||||||||
Prepaid
expenses
|
23,254 | 23,254 | ||||||||||||||||||
Total
current assets
|
382,649 | 323 | (323 | ) | 3,490,000 | 3,872,649 | ||||||||||||||
Other
assets:
|
||||||||||||||||||||
Patent
and trademark costs, net
|
1,471,765 | 1,471,765 | ||||||||||||||||||
Mineral
property reclamation bond
|
4,330 | (4,330 | ) | — | ||||||||||||||||
Debt
issuance costs, net
|
3,592 | 3,592 | ||||||||||||||||||
Deferred
Private Placement Costs
|
352,930 | (352,930 | ) | — | ||||||||||||||||
Deposits
|
1,535 | 1,535 | ||||||||||||||||||
Total
other assets
|
1,829,822 | 4,330 | (4,330 | ) | (352,930 | ) | 1,476,892 | |||||||||||||
Total
assets
|
$ | 2,212,471 | $ | 4,653 | $ | (4,653 | ) | $ | 3,137,070 | $ | 5,349,540 | |||||||||
LIABILITIES
AND MEMBERS' DEFICIT
|
||||||||||||||||||||
Current
liabilities:
|
||||||||||||||||||||
Demand
bank loans
|
$ | 239,352 | $ | 239,352 | ||||||||||||||||
Accounts
payable
|
2,468,072 | $ | 55,450 | $ | (55,450 | ) | $ | (282,930 | ) | 2,185,142 | ||||||||||
Accrued
expenses
|
349,625 | 11,277 | (11,277 | ) | 349,625 | |||||||||||||||
Unearned
revenue
|
20,302 | 20,302 | ||||||||||||||||||
Notes
payable to members net of unamortized discount
|
834,852 | (614,070 | ) | 220,782 | ||||||||||||||||
Note
payable - stockholders
|
112,327 | (112,327 | ) | — | ||||||||||||||||
Due
to related party
|
33,270 | 33,270 | ||||||||||||||||||
Due
to member
|
8,800 | 8,800 | ||||||||||||||||||
Total
current liabilities
|
3,954,273 | 179,054 | (179,054 | ) | (897,000 | ) | 3,057,273 | |||||||||||||
Long-term
notes to members - net of unamortized discount
|
64,224 | 64,224 | ||||||||||||||||||
Total
liabilities
|
4,018,497 | 179,054 | (179,054 | ) | (897,000 | ) | 3,121,497 | |||||||||||||
Commitments
and contingencies
|
— | — | ||||||||||||||||||
Warrant
liability
|
3,083,000 | 3,083,000 | ||||||||||||||||||
Members'
deficit:
|
||||||||||||||||||||
Contributed
capital
|
3,448,856 | (3,448,856 | ) | — | ||||||||||||||||
Accumulated
deficit
|
(5,254,759 | ) | 5,254,759 | — | ||||||||||||||||
Non-controlling
interest - consolidated subsidiary
|
(123 | ) | (123 | ) | ||||||||||||||||
Total
members' deficit
|
(1,806,026 | ) | 1,805,903 | (123 | ) | |||||||||||||||
Stockholders'
Deficit
|
||||||||||||||||||||
Capital
stock
|
||||||||||||||||||||
Authorized:
|
||||||||||||||||||||
10,000,000
preferred shares, $.00001 par value
|
||||||||||||||||||||
300,000,000
common shares, $.00001 par value
|
||||||||||||||||||||
Issued
and outstanding shares:
|
||||||||||||||||||||
0
preferred shares
|
— | |||||||||||||||||||
26,759,646
common shares
|
174 | (174 | ) | 268 | 268 | |||||||||||||||
Capital
in excess of par value
|
146,328 | (146,328 | ) | 4,399,658 | 4,399,658 | |||||||||||||||
Accumulated
deficit
|
(320,903 | ) | 320,903 | (5,254,759 | ) | (5,254,759 | ) | |||||||||||||
Total
stockholders deficit
|
(174,401 | ) | 174,401 | (854,833 | ) | (854,833 | ) | |||||||||||||
Total
liabilities and members' deficit
|
$ | 2,212,471 | $ | 4,653 | $ | (4,653 | ) | $ | 3,137,070 | $ | 5,349,540 | |||||||||
Note
1- Reflects the split off of the assets and liabilities of Touchstone
Split Corp., per the merger agreement.
|
Note
2-Reflects the closing on January 25, 2011 of a private placement that
raised $5,434,446. Offering proceeds included $614,070 of indebtedness and
$395,396 of Placement Agent Fees which were converted into PPO securities
so that gross cash proceeds were $4,424,980. Offering expenses
incurred including cash expenses of approximately $1,005,000 and non cash
expenses consisting of the Placement Agent fees of $395,396 and $390,000
for the estimated fair value of the Placement Agent and Advisor Warrants
issued to the Placement Agent. 22nd Century received net cash proceeds of
approximately $ 3,420,000. In addition this
reflects:
|
-The
recapitalization of 22nd Century Group, Inc.as part of the merger
agreement.
|
-The
allocation of $3,083,000 to common stock warrant liability based on the
fair value of the warrants issued in the merger.
|
-Offering
costs of arppoximately $70,000 had been paid in cash prior to September
30, 2010, the date of the proforma balance sheet
|
Note
3 – The pro forma financial statements do not reflect income taxes as a
result of an assumed valuation allowance offsetting an deferred tax
asset.
|
Note
4 – The pro forma financial statements do not reflect any gain or loss
that may result as from changes in the derivative warrant liability
between reporting
periods.
|
UNUADITED
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
|
22ND
CENTURY GROUP, INC. AND SUBSIDIARIES
|
Nine
Months Ended September 30, 2010
|
(unaudited)
|
22nd
Century
Limited,
LLC
|
22nd
Century
Group,
Inc.
|
Adjustment
Note
1
|
Adjustment
Note
2
|
Pro
forma
|
||||||||||||||||
Research
Cigarette Sales and Design Fee
|
$ | 22,102 | $ | 22,102 | ||||||||||||||||
Operating
expenses:
|
||||||||||||||||||||
Costs
of goods sold
|
6,302 | 6,302 | ||||||||||||||||||
Research
and development
|
282,971 | 282,971 | ||||||||||||||||||
Mineral
property costs
|
$ | 1,314 | $ | (1,314 | ) | — | ||||||||||||||
General
and administrative
|
383,576 | 45,359 | 428,935 | |||||||||||||||||
Amortization
|
121,734 | 121,734 | ||||||||||||||||||
794,583 | 46,673 | (1,314 | ) | 839,942 | ||||||||||||||||
Operating
loss
|
(772,481 | ) | (46,673 | ) | 1,314 | (817,840 | ) | |||||||||||||
Interest
income
|
1 | (1 | ) | — | ||||||||||||||||
Interest
expense and debt expense
|
(218,519 | ) | (6,176 | ) | 6,176 | 48,750 | (169,769 | ) | ||||||||||||
Net
loss
|
(991,000 | ) | (52,848 | ) | 7,489 | 48,750 | (987,609 | ) | ||||||||||||
Net
loss attributable to non-controlling interest
|
4 | 4 | ||||||||||||||||||
Net
loss applicable to common shares
|
$ | (990,996 | ) | $ | (52,848 | ) | $ | 7,489 | $ | 48,750 | $ | (987,605 | ) | |||||||
Loss
per common share - basic and diluted
|
$ | (0.09 | ) | $ | — | $ | (0.04 | ) | ||||||||||||
Share
used in computing basic and diluted loss per share
|
11,232,202 | 17,356,590 | (12,030,970 | ) | 5,434,446 | 21,992,268 | ||||||||||||||
Note
1 - Reflects the shares cancelled in the
split-off and the elimination of any operations of the
split-off business.
|
Note
2 - Reflects the private placement and related
merger: 5,434,446 shares issued in the private placement and
the reduction of interest expense as result of debt that was
converted for shares issued in the private placement
|
Note
3 – The pro forma financial statements do not reflect any gain or loss
that may result as from changes in the derivative warrant liability
between reporting periods.
|
UNAUDITED
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
22ND
CENTURY GROUP, INC. AND SUBSIDIARIES
Year
Ended December 31, 2009
(unaudited)
|
22nd Century
Limited, LLC
|
22nd Century
Group, Inc.
|
Adjustment
Note 1
|
Adjustment
Note 2
|
Pro forma
|
||||||||||||||||
Product
Sales and Design Fee
|
$ | 27,612 | $ | 27,612 | ||||||||||||||||
Operating
expenses:
|
||||||||||||||||||||
Costs
of goods sold
|
20,112 | 20,112 | ||||||||||||||||||
Research
and development
|
540,300 | 540,300 | ||||||||||||||||||
Mineral
property costs
|
$ | 1,900 | $ | (1,900 | ) | - | ||||||||||||||
General
and administrative
|
280,709 | 50,962 | 331,671 | |||||||||||||||||
Amortization
|
144,792 | 144,792 | ||||||||||||||||||
985,913 | 52,862 | (1,900 | ) | 1,036,875 | ||||||||||||||||
Operating
loss
|
(958,301 | ) | (52,862 | ) | 1,900 | (1,009,263 | ) | |||||||||||||
Interest
income
|
15 | (15 | ) | - | ||||||||||||||||
Interest
expense and debt expense
|
(268,503 | ) | (2,622 | ) | 2,622 | 65,000 | (203,503 | ) | ||||||||||||
Net
loss
|
(1,226,804 | ) | (55,469 | ) | 4,507 | 65,000 | (1,212,766 | ) | ||||||||||||
Net
loss attributable to non-controlling interest
|
119 | 119 | ||||||||||||||||||
Net
loss applicable to common shares
|
$ | (1,226,685 | ) | $ | (55,469 | ) | $ | 4,507 | $ | 65,000 | $ | (1,212,647 | ) | |||||||
Loss
per common share - basic and diluted
|
$ | (0.23 | ) | $ | - | $ | (0.08 | ) | ||||||||||||
Share
used in computing basic and diluted loss per share
|
5,304,423 | 17,356,590 | (12,030,970 | ) | 5,434,446 | 16,064,489 |
Note 1
- Reflects the shares cancelled in the split-off and the
elimination of any operations of the split-off business.
Note 2
- Reflects the private placement and related
merger: 5,434,446 shares issued in the private placement and the
reduction of interest expense as result of debt that was converted
for shares issued in the private placement
Note 3 –
The pro forma financial statements do not reflect any gain or loss that may
result as from changes in the derivative warrant liability between reporting
periods.